Terms and Conditions January 2015
These terms and conditions (the “Terms and Conditions”) apply to products and services provided by The Metal Window Company Limited (trading as The Rooflight Company) with registered company number 02881879 whose registered office is at The Old School House, Leckhampton Road, Cheltenham, Gloucestershire, GL53 0AX, United Kingdom and whose trading address is Wychwood Business Centre, Milton Road, Shipton-under-Wychwood, OX7 6XU, and with VAT number 618 4102 63. References to “We”, “Us” and “Our” refer to The Rooflight Company and references to “You” and “Your” mean you, the customer purchasing The Rooflight Company’s products and services.
The terms below will have the following meanings whenever they are used in these Terms and Conditions
means Your acceptance in writing of the Client Acceptance Drawings, and “Accepting” and “Accepted” shall be interpreted accordingly.
means an amendment to a Contract, made after the Sales Order Acknowledgement has been sent to You.
means made to order for You to Your specification, in non-standard sizes with Your specification for glass, finish and colour.
“Client Acceptance Drawings”
means the drawings prepared by Us in accordance with Your specification for the Products, and including Our lead-time for the Products.
means a binding contract for Our delivery of Products to You, and comprises a Sales Order Acknowledgement, together with these Terms and Conditions and includes any Amendments.
means made to order for You in standard sizes with Your specification for glass, finish and colour, one or more of which is non-standard.
means an amount equal to fifty percent (50%) of the Price.
means the address to which You require Us to deliver the Products, as set out in the Sales Order Acknowledgement.
means Your order for Products, referencing a particular Quotation if the order is for Custom Made or Bespoke Products.
“Sales Order Acknowledgement”
means Our confirmation of an Order, that specifies:
a) that it is subject to these Terms and Conditions;
b) a description of the Products to be supplied, referencing the Quotation if applicable;
c) details of the Location;
d) Your obligations;
e) details of the Price and estimated delivery and insurance costs; and
f) any special information about the Products.
means the products to be supplied by Us to You as set out in the Sales Order Acknowledgement, which may be Standard, Custom Made or Bespoke as defined herein and as further set out on Our website and documentation.
means the price of the Products to be supplied to You, as specified in the Sales Order Acknowledgement, as amended in accordance with these Terms and Conditions.
means the document provided by Us confirming Our quote for the provision of Products to You.
means Our services for the delivery of the Products, and if requested by You, any other services in respect of Your Order.
means standard sizes, finishes and colours as set out on Our website and documentation.
means the written specification and instructions and/or manuals for the Products, including but not limited to Our Operations and Maintenance Manual.
2 Your Contract for The Rooflight Company Products
2.1 If Your enquiry is about Standard, Custom Made or Bespoke Products, We will discuss Your requirements with You and We may provide You with a Quotation or a proforma invoice. It is important that You read the Quotation or proforma invoice carefully and ensure that it meets Your requirements for the Products and their intended use. You must notify Us of any changes You require and, provided that We agree these, We will provide You with an updated Quotation or proforma invoice.
2.2 A Quotation or proforma invoice is valid for a period of twelve (12) weeks from its date of issue. We reserve the right to withdraw a Quotation or proforma invoice at any time before receiving Your Order without incurring any liability to You.
2.3 When We receive Your Order We will send You a Sales Order Acknowledgement. If Your Order is for Standard Products We will ask You to pay the Price in full. If Your Order is for Custom Made or Bespoke Products, We will ask You to pay the Price in full or the Deposit. If We ask You to pay the Deposit, You can pay the Price in full at this stage if You so choose. The Sales Order Acknowledgement, together with such payment, will form a binding Contract under which We will sell and You will purchase the Products.
2.4 Please check the Sales Order Acknowledgement carefully to ensure that it accurately reflects the details of Your Order. By placing an Order with Us or by ticking the accept box on Our website, You confirm that You have read and understood these Terms and Conditions and that You agree to be bound by them.
2.5 If Your Order is for Bespoke Products, We will prepare Client Acceptance Drawings for the Products. You must check the Client Acceptance Drawings and any Technical Specifications that We provide to You thoroughly before Accepting them by signing them and returning them to Us. You acknowledge that:
a) We cannot proceed to manufacture the Products without Your Acceptance and We shall not be liable for any delays while waiting for Your Acceptance.
b) You shall be solely liable for any additional costs and delays arising from any errors or discrepancies in Client Acceptance Drawings that You have Accepted.
2.6 You are responsible for the installation and use of the Products supplied under the Contract including but not limited to the suitability of the Product for its final installed location, accuracy of dimensions, adequacy and quality control of installation arrangements, and post-installation checks. If the Products are intended for use in an industrial or maritime area (subject to a potentially corrosive or polluted environment) please contact Us regarding Bespoke Products suitable for such use. You shall be solely liable for any additional costs and delays arising from any errors or discrepancies in any specifications or measurements that You have submitted.
2.7 If You are a business, You hereby confirm that anyone acting on Your behalf to purchase Products from Us has authority to bind You and You acknowledge that in entering into any Contract You do not rely on any statement, representation, assurance or warranty that is not set out in these Terms and Conditions. Neither You nor We shall have any claim for innocent or negligent misrepresentation based on any statement in the Contract.
2.8 We will provide You with estimated timescales for delivery of the Products once the Contract has been made. While We shall use Our reasonable endeavours to meet these estimated timescales, because of the nature of the work, We do not guarantee to meet them. If We do encounter unexpected delays We will contact You as soon as is reasonably possible by telephone or email to let You know revised estimated timescales.
3 Product Descriptions
3.1 We take reasonable care to ensure that the Products are described accurately and that the Product information shown is correct and up-to-date on Our website and in Our brochures. However, the images of the Products are for illustrative purposes only and We cannot guarantee that the colours and finishes shown will be reflected exactly in the Products on receipt.
3.2 You accept that due to the hand-made nature of the Products there may be variances in the steel-work and finish and that all stated dimensions have a 4mm tolerance.
3.3 We reserve the right to make minor changes to the internal descriptions of the Products without notification to You.
4.1 If You require any changes to Your Order or the Client Acceptance Drawings, please inform Us as soon as possible. We may also identify changes that are required as a result of Your requirements. If the changes are for different Products, or require Us to do significant re-drawing, or have an impact on costs then We will prepare an Amendment and advise You of the revised Price and timescales. All Amendments must be agreed by You and Us in order to become binding.
4.2 We will not be able to proceed with work on Your Order until We have received Your approval of an Amendment in writing.
You agree that You are liable for the cost of all approved Amendments and You accept any corresponding changes to the Price and timescales that We advise You of. We shall not be liable for any delays while waiting for Your approval of an Amendment.
4.3 We will prepare the necessary amended Client Acceptance Drawings and submit them to You for Acceptance in accordance with Clause 2.5.
4.4 If at this stage You decide not to proceed with the Order, You must notify Us in writing at Our address above. If You are a consumer the terms of Clause 7 will apply. Otherwise, We will refund the sum paid by You for the Products less Our
administration and production costs which shall be between ten percent (10%) and twenty five percent (25%) of the Price.
5 Services and Delivery Dates
5.1 We shall perform the Services either by Ourselves or using Our carefully selected third party carriers. We remain fully responsible for the performance of the Services.
5.2 We will contact You by telephone or email to inform You when the Products will be ready for collection or to arrange delivery of the Products, which will be within one hundred (100) days after the date of the Sales Order Acknowledgement or Your Acceptance, whichever is the later. We will request payment of any balance of the Price. We must receive Your payment of the Price in full in cleared funds before We can release or deliver the Products to You. We will send a paid invoice and sales confirmation to You on Our dispatch of the Products.
5.3 The scheduled delivery date must be a date when You, or Your authorised representative, will be present to meet Us and provide access to the Location. We will try to deliver all of the Products in one visit, but We reserve the right to deliver the Products in more than one instalment. If You request Us to deliver in instalments then We may charge You extra delivery costs at Our discretion.
5.4 If You wish to change the agreed delivery date for Products, please tell Us as soon as possible to arrange a new date. We reserve the right to charge You a reasonable fee to cover any additional delivery and storage costs that We may incur as a result of the rescheduling.
5.5 Delivery dates and timescales are not guaranteed (time is not of the essence of these Terms and Conditions), but We will endeavour to deliver the Products to the required Location in accordance with the scheduled delivery date and the timescales that We have advised to You.
6.1 You must ensure that the Location is suitably prepared for delivery and that You have appropriate lifting equipment in place to take receipt of the Products. We reserve the right to refuse to deliver if, in Our reasonable opinion, it is not safe or possible to do so.
6.2 If We attempt delivery on the scheduled date, but are unable to deliver the Products for any reason, including but not limited to:
a) access restrictions which have not been notified to Us; or
b) neither You nor Your nominated representative is present; or
c) the Location is not suitably prepared for delivery; or
d) We believe, acting reasonably, that delivery would result in irreparable damage to property, damage to the Products, or injury to Our staff or other persons; or
e) You refuse to accept delivery for any reason other than the failure of the Products to comply fully with the Sales Order Acknowledgement
- then We will return the Products to Our premises and We reserve the right to charge You a reasonable fee to cover the additional delivery and storage costs that We incur. In this event We shall agree a revised delivery date with You.
6.3 Delivery will be completed when we deliver and unload the Products at the Location or when You collect the Products from Us. If at the time of delivery to You, the external packaging of the Products is damaged and You suspect that the Products are also likely to be damaged You should not accept the delivery and should hand it to the carrier to return it to Us. If You accept a delivery where the packaging is damaged, You must inform the carrier in writing of the damaged packaging as You sign for the Delivery, and take a photo of the damage prior to unwrapping the Products.
6.4 You must inform Us immediately (no later than seven (7) days after receipt, collection, or expected receipt) by telephoning 01993 830613 or emailing firstname.lastname@example.org if an expected delivery is not received or if You find that any Products are missing, faulty or damaged upon opening the packaging.
6.5 We shall use Our reasonable endeavours to avoid damage to Your or any third party’s property during delivery of the Products.
6.6 In the event of accidental damage to Your or any third party’s property, You shall notify Us on the delivery form or electronic terminal upon which receipt of goods is acknowledged. We shall at Our expense repair or replace such damaged property to a fair and reasonable standard provided that:
a) The damage is caused by Our staff or Our subcontractors in the course of delivery;
b) You clearly describe any such damage on the delivery form or electronic terminal, before We leave the Location; and
c) You grant to Us or Our nominated subcontractors access to the Location and the damaged property when We reasonably request this, having given You reasonable notice, in order to carry out these repairs and/or replacements.
7 Consumer Rights of Cancellation
7.1 This Clause 7 only applies if You are a consumer as defined in the Sale of Goods Act 1979.
7.2 If Your Order is for Standard Products:
a) You may cancel a Contract at any time up until 14 days after Your receipt of the Products (if You receive Your Order in instalments this means 14 days after Your receipt of the last instalment);
b) if You have notified Us within this 14 day period, We will refund the original purchase Price (including Our standard delivery charge) if paid, provided that You have taken reasonable care of the Products, not installed
or used them and that You return them to Us within 14 days after Your cancellation of the Contract and they are undamaged in their original packaging with their installation instructions; c) unless the Products are faulty or not as described, You will be responsible for the cost of returning the Products to Us or for Our costs of collection from You. We are permitted by law to retain sums to reflect any reduction in the value of the Products if this has been caused by Your handling them in a way which would not be permitted in a shop or showroom.
7.3 If Your Order is for Custom Made or Bespoke Products You may cancel a Contract at any point before We have begun delivering the Products by notifying Us in writing. Because We may have already incurred some costs for preparation work done prior to cancellation or because the Products are Custom Made or Bespoke, the following conditions will apply:
- if We receive notice of cancellation of Your Contract within fourteen (14) days of Our receipt of Your Acceptance and We have not started work on the Products, We shall refund a proportion of the Deposit or the Price if paid after deducting a reasonable fee to reflect Our administration and production costs which shall be between ten percent (10%) and twenty five percent (25%) of the Price;
- if We receive notice of cancellation after this fourteen (14) day period or after We have started work on the Products, but before the start of delivery of the Products, We will refund a proportion of the Deposit or the Price if paid after deducting a reasonable fee to reflect Our administration and production costs which shall be between ten percent (10%) and one hundred percent (100%) of the Price. If the sums already paid to Us do not cover such costs in full, then We shall invoice and You agree to pay Us the difference.
7.4 If We fail to deliver Standard Products within the one hundred (100) day delivery period other than at Your request or as a result of any delays on Your part, then You may cancel your Order if any of the following apply:
a) We have refused to deliver the Products;
b) delivery within the delivery period was essential (taking into account all the relevant circumstances); or
c) You told Us before We accepted the Order that delivery within the delivery period was essential.
7.5 If You do not have the right to cancel or You wish to cancel under Clause 7.4, You can give Us a new deadline for delivery, which must be reasonable, and You can cancel Your Order if We do not meet the new deadline.
7.6 You are not entitled to cancel a Contract except as set out in this Clause 7, unless the Products when delivered are faulty or not as described, or We have changed the Terms and Conditions in accordance with Clause 17.1. Our warranties are in addition to Your legal rights and nothing in the Terms and Conditions shall affect or reduce Your legal rights.
7.7 To cancel a Contract, please use Our cancellation form on Our website or as sent to You, or contact Us by telephoning 01993 830613 or emailing email@example.com.
7.8 If on delivery any of the Products is faulty or not as described, and You wish to cancel the Contract and receive a refund, then You must return the Products to Us within 14 days after Your cancellation of the Contract and We will refund the Price in full, any applicable delivery charges, and any reasonable costs You incur in returning the Product to Us. Please follow the process set out in Clause 8 and make sure You retain Your receipts and dispatch notes as We will ask You for proof of purchase and costs. If We agree to collect the Products from You We will arrange a suitable date for collection with You and We will be responsible for the costs of collection.
8.1 If You are returning Products to Us, You must contact Us by telephoning 01993 830613 or emailing aftersales@ therooflightcompany.co.uk. We will advise You of Our returns process including arranging for collection of the returned Products or supplying a unique return merchandise authorisation code to be used as a reference when labelling returned items.
8.2 You shall package and label the Products correctly so that they are not lost or damaged in transit.
8.3 If You are a business: a) if You wish to exchange any Products, the purchase of any alternative Products and the inspection of the returned Products shall be completed prior to any credit or refund being issued or given; b) if You seek to return Products to Us without complying with Our returns process, We shall be under no obligation to receive them or make any refund or give any credit to You or exchange Products but We may do so at Our sole and absolute discretion and Our decision on the matter shall be final.
9.1 We warrant that the Products will comply with the Sales Order Acknowledgement and any Client Acceptance Drawings and will be free of material defects for a period of twelve (12) months from delivery or collection, unless otherwise stated in Our Operations and Maintenance Manual. If the relevant manufacturer of the Products offers a longer warranty, We shall extend this warranty offering to You. In addition, provided that You register with Us via Our Product registration process within twelve (12) months after delivery or collection, then We shall offer You Our extended warranty as set out in Our documentation. These warranties do not apply in the circumstances set out in Clauses 9.6 and 9.7, and the extended warranty also does not apply if You have not completed Our Product registration process within the twelve (12) month period specified. Please ensure that You retain proof of purchase as We may not be able to remedy any problems under warranty without proof of purchase.
9.2 If You wish to benefit from these warranties, You must notify Us immediately You become aware of any defect in the Products or any non-compliance with the Sales Order Acknowledgement or any Client Acceptance Drawings by telephone and in writing with appropriate photographic evidence and if We request it, provide Us with proof of purchase and access to inspect the Products, to investigate and assess the details of the defect.
9.3 If We fail to comply with the warranty terms set out in Clause 9.1, We shall at Our expense and at Our choice either repair or replace any faulty Products within a reasonable period of time (to be agreed with You) or if We are unable to do so at reasonable cost, We shall refund You the Price or a proportion of the Price to reflect the reduction in value of the Products. For the avoidance of doubt, this shall be Your sole remedy for such failure. If You are a business We shall not be liable for the costs of uninstalling Products or installing or re-installing any repaired or replacement Products.
9.4 If We replace any Product, the replacement Product shall be covered by the warranty in Clause 9.1 for the remainder of the warranty period applicable to the original product or for thirty (30) days, whichever is the longer.
9.5 We also warrant that the Services will be carried out with reasonable skill and care by personnel who are suitably skilled and experienced for the tasks to which they are allocated, and will be performed in accordance with the Sales Order Acknowledgement. If We fail to comply with this warranty We will re-perform the Service in question at Our expense.
9.6 The warranties given in these Terms and Conditions will not apply if the Products (or a part of the Products) have been:
a) installed or used improperly or outside their normal environmental or operational parameters as set out in the Operations and Maintenance Manual (including but not limited to installation in a location for which the Product is not suited); or
b) found to have defects caused by Your incorrect transport, handling, storage, installation, fitting, adjustment, sealing and maintenance; or
c) found to have defects which are the result of problems with work not carried out by Us; or
d) subject to loss, theft, accidental damage or damage caused by animals, pests or unusual environmental factors; or
e) modified or altered in any material way without Our prior written approval; or
f) not cared for or maintained in accordance with Our Technical Specifications or any reasonable instructions provided to You by Us; or
g) installed by You or by any third party when the Product is known by You to be faulty and in such event You shall be liable for any direct damages, costs, losses or claims which arise as a result of such installation;
h) subject to wilful damage, abnormal storage or working conditions, accident, negligence by You or by any third party; or
i) found to have defects or been subject to damage as a consequence of the failure of parts or items not supplied by Us.
9.7 Products shall not be considered to be faulty or in breach of their warranty solely because of:
a) the effects of normal wear and tear; or
b) any slight deviation in dimensions due to manufacture where this does not materially affect the normal operation of the Products.
9.8 If You or We assess that a Product has been damaged or has ceased to function correctly as a result of Your or any end-client’s failure to comply with the Technical Specification We reserve the right to charge You a fee for the repair or replacement of the Product.
9.9 If You are a consumer, the warranties and warranty remedies set out in this Clause 9 are in addition to and shall not reduce Your statutory rights including rights in respect of Our obligation to provide Products of satisfactory quality.
9.10 If You are a business, the warranties set out in this Clause 9 are the only warranties that apply to the Products and Services and We hereby exclude all other conditions, warranties, representations or other terms that might otherwise be implied or incorporated in these Terms and Conditions, such as (but not limited to) those of satisfactory quality, fitness for a particular or any purpose, or the ability to achieve any particular result.
10 Title and Risk
10.1 The Products shall belong to Us until Our receipt of cleared funds of the Price in full payment for such Products, at which time title shall pass to You.
10.2 We shall be responsible for the Products until We have delivered the Products to the Location or You have collected them from Us. You shall then be responsible for the Products, and for insuring and taking care of the Products including during transit of any Products being returned to Us until We receive them.
10.3 It is possible that the Products are delivered to You before We have received payment in full in cleared funds. Until title in the Products passes to You, You shall:
a) hold the Products as bailee for Us and take proper care of them;
b) store or keep the Products separately so as to show clearly that they belong to Us;
c) not sell or part with possession of the Products;
d) comply fully with all storage, safety and/or environmental requirements applicable to or marked on the Products, specified by Us and/or required by law;
e) keep the Products free from any mortgage, charge, lien or other encumbrance; and
f) not remove, alter, obscure, or otherwise interfere with any identifying marks, labels or storage instructions placed on the Products or the packaging by Us or the manufacturer; and
g) keep the Products insured at Your expense with an insurer of good repute against all insurable risks including (but not limited to) loss or damage by fire or theft for an amount not less than the applicable Price.
10.4 Before title has passed to You and without prejudice to any of Our other rights, in the event that You do not pay any overdue amount within two (2) days of Our written notice to You to do so, then We may repossess and/or sell some or all of the Products at any time, and Our employees or agents may enter upon any or all of Your premises or vehicles for that purpose, with or without vehicles. This right and licence shall continue after and despite the termination for any reason of the Contract.
11 Your Co-operation.
11.1 In order for Us to provide the Products to You, We need Your co-operation and support including a reasonable level of responsiveness to Our communications, granting Us access to the Location to enable Us to deliver the Products, and Your installation and use of the Products only in accordance with the Technical Specifications.
11.2 You agree that:
a) We will not be considered to be in default under the Contract if We are unable to perform Our obligations because You have not performed Your obligations as set out in the Terms and Conditions; and
b) In the event of any breach by You of Your obligations under the Contract, We reserve the right to suspend our work on the Products and Services until You have remedied the breach.
12 Price & Payment
12.1 The Price includes Value Added Tax at the applicable rate. If the rate of VAT changes between the date of Your Order and the date of delivery, We will adjust the rate of VAT that You pay, unless You have already paid in full before the rate change takes effect.
12.2 Unless You hold a credit account with Us, We shall invoice and You agree to pay Us:
a) for Custom Made or Bespoke Products, the Deposit or the Price upon Your receipt of the Sales Order Acknowledgement and any balance of the Price in full prior to Our dispatch of the Products or Your collection of the Products;
b) for Standard Products, the Price in full upon Your receipt of the Sales Order Acknowledgement;
c) any additional delivery, insurance, storage and/or other costs that are incurred in accordance with the Terms and Conditions, in full prior to Our dispatch of the Products or Your collection of the Products; and
d) Our fees for the provision of any additional Services that We provide to You at Your request.
12.3 If You hold a credit account with Us You shall make all payments in full within the agreed timescales. We will contact You to make arrangements in the event that Your credit limit is, or is going to be, exceeded at any time or if We are unable to process an Order due to Your credit limit being exceeded.
12.4 If You use a debit or credit card to make Your payment, You confirm that the card being used is Yours, or if You are a business, You confirm that the person using the card has authority to use it.
12.5 It is always possible that despite Our reasonable efforts, some of the Products We sell may be incorrectly priced on Our website or documentation. Where the correct price is less than Our stated Price, We will charge the lower amount when We request the balance of the Price from You. If the correct price is higher than that stated We will not process Your order until We have contacted You and received Your instructions. If the pricing error is obvious and unmistakable and could have reasonably been recognised by You as a mispricing, We do not have to provide the Products to you at the incorrect (lower) price.
12.6 If You do not pay Us by the due date for payment, We have the right to charge interest on the overdue amount at the rate of five (5) percent per annum above the base rate of the Bank of England (or its successor) which shall accrue on a daily basis from the date payment was due until payment is received by Us. You must pay Us interest together with any overdue amount.
12.7 If You dispute an invoice in good faith and contact Us to let Us know within five (5) days of receiving an invoice that you dispute it, Clause 12.6 will not apply for the period of the dispute. However, if payment is overdue and You have not notified Us that You dispute an invoice within this five (5) day period, then We reserve the right to suspend provision of the Products until We have received payment in full in cleared funds from You, and We shall not be liable to You for any associated delays.
12.8 You agree that You shall not withhold or set off payment of any amount due to Us under the Contract for any reason.
13 Limitation of Liability
13.1 We shall be liable to You in respect of:
a) death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors or by any faulty Product supplied to You by Us;
b) fraud or fraudulent misrepresentation by Us;
c) Our breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
d) if You are a consumer, defective Products under the Consumer Protection Act 1987; and
e) if You are a consumer, Our breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods Act1979 (description, satisfactory quality, fitness for purpose and samples).
13.2 Subject to Clause 13.1 We shall not be liable for any loss of use, lost profits, loss of revenue, loss of anticipated savings, loss of goodwill, loss of opportunity, loss of reputation or any indirect or consequential loss (except that if You are a consumer, We shall be liable for any indirect or consequential losses that were foreseen or foreseeable). If You are a business Our maximum aggregate liability to You for any cause whatsoever shall be for direct costs and damages only and will be limited to a sum equivalent to 125% of the Price paid and payable by You under the Contract.
13.3 All other liabilities are excluded to the fullest extent permitted by law. Subject to Clause 13.1, We shall not be liable for any claims, losses, costs or damages arising from any of the following events or circumstances and You shall be solely responsible for any associated additional costs, unless otherwise agreed by Us in writing beforehand:
a) problems with the Products, where these have been used against Our advice or recommendations;
b) delays due to events outside Our reasonable control, subject to Clause 17.3;
c) Your failure to carry out any safety recommendations made by Us; or
d) any damage to Your or a third party’s property other than as described by Clause 6.6.
14 Intellectual Property
14.1 The copyright, trade secrets, trademarks and all other intellectual property rights in the Quotation, Client Acceptance Drawings, Products, Technical Specifications and Our documentation belong to or are licensed to Us.
14.2 We grant to You a limited licence to use and to share the Quotation and Client Acceptance Drawings solely for the purposes of: assessing suitability for Your requirements, for carrying out work required to meet installation requirements, and for installing the Products.
15.1 Confidential Information is defined as any information (in any form) relating to the Contract or to Your or Our business affairs or activities, and which:
(i) has been marked as confidential,
(ii) has been identified as being of a confidential nature, or
(iii) may reasonably be supposed to be confidential in the circumstances.
15.2 Each party agrees that the terms of the Contract and the Confidential Information shall be kept confidential between the parties and shall not be disclosed to any third party who does not have a reasonable and lawful need for such information and shall ensure that any such third party shall be bound by the same confidentiality obligations as are set out in this Clause 15.
15.3 If the Contract is terminated, each party shall, at the other party’s choice, return or destroy all Confidential Information of the other party.
15.4 You agree that We may take and use photographs of installations of Our Products. We will not use these for marketing purposes unless You give Us Your consent in writing.
15.5 If You are a consumer, We will use the personal information You provide to Us to:
a) communicate with You about Our Products, prior, during and after any sale;
b) provide the Products to You;
c) process Your payments to Us; and
d) inform You about similar products or services that We provide, but You may choose to stop receiving these at any time by notifying Us by telephone, email or in writing.
15.6 Other than as required by Clause 15.5 We will not give Your personal data to any other third party unless required to do so by law.
16 Contacting Us
16.1 Our company details are set out at the top of these terms. If You have any questions or if You have any complaints, please contact Us. You can contact Us by telephoning Our customer service team on 01993 830613 or emailing firstname.lastname@example.org.
16.2 If You wish to contact Us in writing, or if any clause in the Contract requires You to give Us notice in writing You can send this to Us by e-mail, by hand, or by pre-paid post to the address at the top of these terms. We will confirm receipt to You in writing. If We have to contact You or give You notice in writing, We will do so by e-mail, by hand, or by pre-paid post to the address You have provided to Us as shown in the Sales Order Acknowledgement.
17 Other Important Terms
17.1 We may revise the Terms and Conditions from time to time if, for example, there are changes in relevant laws and regulatory requirements. If We have to revise the Terms and Conditions that apply to Your Order, We will give you reasonable advance notice of the changes and if You are a consumer:
a) We will let You know how to cancel the Contract if You wish; and
b) if You choose to cancel, You must return any Products You have already received (at Our cost) and We will refund the Price in full, including any delivery charges.
17.2 We may transfer Our rights and obligations under the Contract to another organisation. We will notify You in writing if this happens, but this will not affect Your rights or obligations under the Contract. You may only assign or transfer Your rights or obligations under the Contract if We agree in writing.
17.3 We will not be responsible for any failure to perform, or for any delay in performance of, any of Our obligations under the Contract which is caused by an event outside Our reasonable control that directly or indirectly delays or prevents Our timely performance under the Contract. Any agreed dates or times shall be postponed automatically for the period of delay arising from the event. If You are a consumer, You may cancel a Contract affected by an event outside our control which has continued for more than one hundred (100) days. If You choose to cancel, You must return any Products You have already received (at Our cost) and We will refund the Price in full, including any delivery charges.
17.4 The Contract constitutes the entire agreement between You and Us, and supersedes and takes precedence over all other representations, agreements and other communications between You and Us on this subject, both oral and written. The Contract shall prevail notwithstanding any variance with the terms and conditions of any order or purchase order submitted by You.
17.5 If a dispute arises that You and We are unable to resolve between ourselves, You and We agree to first attempt to settle it by mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure, and neither party shall commence court proceedings until it has attempted to settle the dispute by mediation. However, nothing in the Contract shall limit either party’s right to seek injunctive relief.
17.6 These Terms and Conditions and the Contract are governed by English law. If You are a consumer, then subject to Clause 17.5, You and We both agree to submit to the non-exclusive jurisdiction of the English courts, although if You are a resident of Northern Ireland You may also bring proceedings in Northern Ireland, and if You are a resident of Scotland, You may also bring proceedings in Scotland. If You are a business, then subject to Clause 17.5 You and We both agree to submit to the exclusive jurisdiction of the English courts.
17.7 Each of the paragraphs of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
17.8 If We fail to insist that You perform any particular obligation under the Contract, or if We do not enforce Our rights against You when We are entitled to do so, or if We delay in doing so, that will not mean that We have waived Our rights against You or that You do not have to comply with those obligations. If We do waive a default by You, We will only do so in writing, and that will not mean that We will automatically waive any later default by You.
17.9 The Contract may not be changed, modified, amended, released or discharged except by a subsequent written agreement or amendment executed by Us and You.
The Contract is between You and Us. No other person shall have any rights to enforce any of its terms.